James Shmerling

About James Shmerling

James Shmerling, DHA, FACHE, age 70, has served as an independent director of Harvard Apparatus Regenerative Technology, Inc. since March 29, 2018; he chairs the Compensation Committee and serves on the Audit Committee . He is President and CEO of Connecticut Children’s Medical Center (since October 2015) and previously led Children’s Hospital Colorado for eight years and Monroe Carell Jr. Children’s Hospital at Vanderbilt (Executive Director and CEO, 2002–2007) . His credentials include Fellow of the American College of Healthcare Executives, adjunct faculty in Hospital Administration at UAB, and degrees: B.S. (University of Tennessee), M.S. (UAB), MBA (Samford), and Doctorate of Health Administration (Medical University of South Carolina) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined seven of eight directors are “independent” under Nasdaq rules; Shmerling is independent (CEO Junli He is not) .
• Committee assignments: Audit Committee (Packard—Chair, Shmerling, Sanchez) met 4 times in 2024 ; Compensation Committee (Li, Chen, Shmerling—Chair) and Governance Committee (Chen—Chair, Sanchez) acted by written consent without formal meetings in 2024 .
• Attendance: The Board held 13 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings; directors attended the 2024 annual meeting (virtually/telephonically) and non‑employee directors meet in executive sessions regularly .
• Leadership: Chairman & CEO roles are combined (Junli He); Vice Chairman is Jason Chen; independent directors’ feedback is facilitated outside management .
• Governance enhancements proposed: Board declassification phased to annual elections by 2028 and adding a 35% special meeting right for stockholders (with one‑year holding requirement), both requiring supermajority approvals .

Fixed Compensation

• Director compensation policy: Annual equity-only structure comprising (i) options valued at $20,000 at grant and (ii) options valued at $25,000 granted on the fifth business day after the annual meeting, with all awards vesting quarterly over one year; initial appointment grants valued at $25,000 vest quarterly over one year .
• October 2023 amendments (conditional on a ≥$10,000,000 private placement including common stock): Chairman and Audit Chair receive 30,000-share options; other directors receive 20,000-share options at appointment and annually (both vest quarterly over one year) .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Healthcare leadership across multiple pediatric hospitals; nationally recognized in children’s health and wellness .
• Academic and professional credentials: DHA (Medical University of South Carolina), MBA (Samford), M.S. (UAB), B.S. (University of Tennessee), ACHE Fellow; adjunct faculty at UAB .
• Board qualification rationale: Extensive executive experience and domain expertise informed the Board’s conclusion he should serve as a director .

Equity Ownership

• Anti-hedging: Directors, officers, employees are prohibited from hedging, short sales, and derivative transactions referencing company securities .
• Pledging: No disclosure of shares pledged as collateral; not noted in proxy .
• Section 16(a): Independent board members’ Form 4 for June 27, 2024 option grants was filed on July 15, 2024 (minor delay) ; Shmerling filed a Form 4 on July 1, 2025 .

Governance Assessment

• Positive signals:

  • Independence and active committee roles (Audit member; Compensation Chair), with regular executive sessions for non‑management directors .
  • Equity-only director compensation aligns incentives with shareholders; no cash retainers or meeting fees; reimbursement limited to expenses .
  • Beneficial ownership includes options and warrants but no related-party transactions involving Shmerling disclosed; company maintains formal anti‑hedging policy .
  • Board pursuing declassification and stockholder special meeting rights—generally governance‑enhancing proposals .

• Watch items / red flags:

  • Committee engagement cadence: Compensation and Governance Committees did not hold formal meetings in 2024 (acted by written consent); may constrain oversight optics despite independence .
  • Ownership “skin-in-the-game” is modest (<1%); while equity‑paid, absolute holding is limited for alignment analysis .
  • Minor Section 16(a) compliance lapse (late Form 4 filing for independent directors’ June 27, 2024 grants) .

• Conflicts and RPTs:

  • No related party transactions involving Shmerling disclosed; one 2024 bridge loan from CEO Junli He to the company was fully repaid—separate from Shmerling .

• Overall: Shmerling brings strong healthcare system leadership and governance experience, chairs the Compensation Committee, and is independent; however, formal committee meeting frequency (Comp/Gov) merits monitoring for board effectiveness optics, and his relatively small personal stake limits ownership‑based alignment signals .

Appendix: Committee Structure and Meeting Frequency (2024)

• Audit Committee (Packard—Chair; Shmerling; Sanchez): 4 meetings .
• Compensation Committee (Li; Chen; Shmerling—Chair): acted by written consent; no formal meetings .
• Governance Committee (Chen—Chair; Sanchez): acted by written consent; no formal meetings .

Appendix: Director Compensation Policy (current and amended)

• Current: Initial options valued at $25,000; annual options valued at $20,000 plus $25,000 post‑annual meeting; quarterly vesting over one year; no cash retainers; expenses reimbursed .
• Conditional amendments (Oct 2023; trigger ≥$10M private placement including common): Chairman and Audit Chair—30,000‑share options; others—20,000‑share options at appointment and annually; quarterly vesting; directors employed by the company receive no cash comp for board service .